Awake in the Night
by Laura Latts
Summary: Two-Brains is fighting with himself again. The results? He's losing. But how could Steven be coming back from the supposed dead? And how can Wordgirl help him win before the sun rises?
1. Chapter 1

_Laura: So talkin' with Amber and we stumbled across the happenings of this story. I hope you all like it!_

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I haven't seen sunlight in years. I wonder if, like everyone else, it's forgotten about me? I wonder if maybe...maybe some how, pulling through with this...if she would remember me? I don't have much family. I don't have many friends. I was a workaholic. Couldn't be helped. Yes I still remember the days when the other doctors would tell me to take a break. To lighten up. I laugh dryly to myself as I also remember being told how I worked my henchmen around the clock. Funny, how even though he hates to admit it, Mr. Two-Brains hasn't completely forgotten and abandoned my habits. No. I refuse to call him a doctor. Even what science he does perform, he hasn't clawed his way into a doctrine degree as I, a PhD, have.

I stopped my work. I was over thinking again. I could feel my brains stirring and that air of consciousness overcome me once more. Stumbling, I made my way to the couch and curled up tightly, burying my face into the pillow. A practice I've mastered as with a few breathing exercises, slumber fell heavy on me once more. It was hard to want to get up, but like the puppet I am, I forced myself to play as the master and pulled myself into standing and soon walking.

Allow me to explain. I am Prof. Steven Boxleitner. With what little time I have left, I strive to create the machine that should tear apart my DNA from the rodent DNA that has been fused into me a couple years ago. Oh what a fool I was, trying to peer into the black heart and mind of my own lab rat. Now if only I could...just..Just a few more pieces to complete it..

But it was too late and he knew it. Being awoken by the morning sun, Two-Brains shook his head slowly. The mental arguing between dream and reality raged for only a moment, before the scientist reopened his eyes and adjusted to the light and his surroundings. He had sunk to the floor. Lab coat on. Wrench in hand. A machine...in front of him...

Rage seized him as he gritted his teeth and jumped to his feet.

**_"OH FOR THE LOVE OF ADELOST CHEESE!"_**, he slammed the wrench into the gears and watched them spark and sputter in disagreement. "HOW MANY TIMES DO I HAVE TO TELL YOU?!", he scowled down at a reflection of himself, staring back into the in visioned eyes of Boxleitner. "YOU WILL NEVER SEPARATE US!"

In all his fury he destroyed the machine with anything he could find. Reducing it into rubble and scraps. What only made this worse was that he was close. So very, very close to finishing. With a few additions and a press of a button, Boxleitner would've been freed. Squeaky would be disintegrated, lost forever.

He stood there panting. Tired out already by his own actions. With one last grunt in frustration, he threw down a piece and huffed off to the kitchen to start a pot of coffee. Yes. He needed to be awake. Oh, how he hated to sleep. Course, leave to him. To his life. To his cruel and twisted fate, to make him hate something as simple as sleep. It was like hating breakfast. But he did. Every night for the last 4 months, it was the same story, with worse results. He kept getting so CLOSE! His second brain throbbed painfully and sharply in agitation. The electrical impulses scorched his skull as he pulled down the mug he wanted and began to pour in the creamer.

_'If only I was an insomniac.'_, he thought spitefully to himself.

He never believed that dreams were something of a sign, but that's when he should've stopped this. When he had dreams of Steven coming back. When he had dreams of that accursed doctor and his history, brought back up in his face. Yes, all this time, Goody-two-brains was working up his strength to seize control once more. How crafty, too. So much mental energy had to be taken up in order for a complete take-over, let alone to remain in control for the day. It was energy that Two-Brains could quickly replace by feeding off the mouse in return for some cheese. Boxleitner had no such fuel at his disposal.

When Two-Brains and Squeaky slept at night, however, their consciousness remained low. It took less energy for Steven to stir. He practiced on dreams. Dreams he controlled. Too much and Two-Brains woke up like he was having a nightmare. With enough practice over the month, Steven moved onto something more. He did simple things like sit. Stand. Walk. Get a snack. Lay down and practice breathing to keep asleep. With left over equipment at his disposal and enough work at it, Steven had tried again and again to separate the two. And each time he was getting better.

If there was one thing even Squeaky couldn't do, it was to erase memory. He only blocked off Steven's personal memory from Two-Brains, but Steven remembered perfectly. So he got faster as he worked, already knowing where to put what as he pieced it out one night at a time. If Two-Brains couldn't figure out a way to keep Steven in for the whole night, he just might become nonexistent. But he couldn't strap himself in or lock him in. Steven was smart and knew how to use his overgrown, sharp, mouse teeth to gnaw his way free. It slowed him plenty but practice enough would get him the hang of that too.

For now, as he sipped his coffee and ate his morning bagel with cream cheese, he would put it to rest and focus on the day's haul in of cheese.

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_Laura: Please review!_


	2. Chapter 2

The day was long, hard, and took a lot out of him. Everytime he could turn his thoughts to Steven and his little nightly activities, it didn't take a minute before his head was craned another way, forced to focus on something else. Some simple word that needed defining, some part of his plan that needed to be double-checked. Some idle conversation that Charlie INSISTED on starting up with him. He had to make the mental note to define "introvert" to his henchmen at some point...

By any circumstances, when Two-Brains and the henchmen returned home, the doctor fell back onto the couch. It was so old. He could practically feel how old it was. He made a mental note to put it back in the dump he found it in and reupholster a different, better, couch that he'd steal. The springs creaked under his weight, or what was left of them. Funny, without the springs, he sunk deep into it. The plushy exterior surrounded him on his right. His head sunk back into the throw pillows he had on it, also worn out but somehow...soft.

Suddenly everything in him wanted to collapse from the weight of the day and it ached to relax, but it felt good. His eyes were heavy and a yawn escaped him as he mumbled to the henchmen.

"Alright boys... That.. That was a good day.", he said with a stretch.

He sighed deeply, his eyes finally closing. He could feel his brains untangle and loosen up as meaningless thoughts fluttered by. He almost didn't hear his henchmen.

"You know, Boss, if you're tired, we could clock out early for ya to get some sleep.", one offered.

"Mm... Hm? What?", he forced his eyes open and looked back at them.

He groaned, realizing what trap he was falling prey to, and rubbed his eyes, trying to agitate them enough to water and keep open. He blinked back, tiredly at the henchmen as his brains grasped to remember what they said.

"Hm? Oh. Oh, clock out? Oh yeah sure...", another yawn escaped him and he shook his head. "Uh b-but first, we need to get rid of the scrap metal and then you're off the clock."

"Alright. We've got it, Boss.", the henchman said and began to work on it.

"Here, I'll help you.", Two-Brains said, starting to lift himself off the couch.

"No. We've got it. You seem pretty bushed.", they offered. "If you wanna sleep, that's okay."

"No no. Please..", he growled a bit as he stood up and stretched. "Seriously, the last thing I wanna do right now is sleep."

His legs felt like pieces of iron, his shoulders looked like he was carrying a large load. He could barely see past the tears and lids of his eyes and he stumbled about, trying to help them. Already he could practically hear what Steven would say if he could say.

'Go ahead and sleep... You know you need to sleep..'

Unfortunately, sometime while they were working, it was just a little rest, he told himself. He had sat back down on the too-comfy-for-comfort couch and was out like a light. Deep, deep down, slumber over took him and he thought he was happy with what dreams gave him.

"Wordgirl! Wordgirl, where are you?", a voice called out, through the middle of the night, over across the city and straight into Becky's ear.

She jolted awake in bed from the sudden shout and shook her head.

"Wh-what? What hap..?"

"Wordgirl, where are you? Dr. Two-Brains is here!", the voice called again

"Oh.. But..", she sighed and and put her hand to her chest. "Word up.."

She quietly left her room in a burst of speed and flew out over the night.

"He better have a good explanation for this.. I've got a test tomorrow!", she complained to herself as she flew.

She arrived just in time and did her best to sound commanding.

"HOLD IT RIGHT-"

"SHHH! Sh sh sh sh! _Please..!"_, the doctor whispered, turning around.

"Oh. Sorry..", she said more quietly. "Hold- Wait.. Dr. Two-Brains?"

She floated a bit closer as the man stood there. Eyes closed, bow tie loosened, slumped over a bit, and breathing slowly. Almost as if he was...

"Is he asleep?", she asked the store clerk who only shrugged.

"Mm..", the man mumbled, turning his head only slightly. "Mm... Wordgirl..?"

"Yes?", she asked, trying to hover closer.

"Please.. Please..don't..", he said, waving his hands in front of him, as if trying to defend himself. "Don't get..."

He sighed again and snored softly. His head drooped over and she and the store clerk only stared at each other curiously. Finally Wordgirl decided to gently shake him.

"Dr. Two-Brains?", she asked.

He mumbled a bit, furrowed his eyebrows together, and tried to wave her off.

"Stop..", he pleaded.

"Two-Brains? Two-Brains, wake up.", she said, shaking him a bit harder.

"No, no.. _Stop.._", the man said before falling into a complete state of sleep.

One more shake, and suddenly Two-Brains' eyes flew open and Wordgirl backed up a foot as he jerked, suddenly awoken.

"Huh? What? Oh..", he yawned and rubbed his eyes. "Where..?"

He looked around, saw the hardware store. Saw the supplies he was buying. Saw the clerk, alarmed. Saw Wordgirl..Wordgirl? Fear gripped him for a moment, though he presented it in frustration.

"Wordgirl? What are you doing here?", he growled.

"What am I..? What are you doing here, sleepwalking?", she asked, equally upset. "I've got a test tomorrow and you just decide to steal from the hardware store in the middle of the night?"

"I don't steal hardware, I pay for it!", he griped. "I steal cheese. I um..", he looked back sternly at the supplies on the counter. How hard had he been sleeping? "..I don't know what I was planning to do with this.."

His eyes seemed to narrow some, but he quickly huffed off before further questions were asked. The LAST thing he wanted was Wordgirl tailing him.

"If you'll excuse me, I'm going to bed."

"...Well SOR-REE.", she huffed, tired and upset that this was a bust.

She flew back home, but for another couple of hours, she couldn't really determine what sort of interaction that was. Was he actually asleep, or was he acting it all out? That glare he had on the supplies... What was that all about? Should she even bother in asking? She couldn't help but feel curious. The next day she asked Bob in private. He agreed with her, it was unusual behavior for him.

"...Actually..", she mused to herself as she churned her mind over and over again in the scene. "He didn't...seem quite like himself."

Bob gave a curious chirp.

"Well I mean he seemed..I dunno. I think he actually seemed kinda desperate. Like he really wanted to be left alone.", she continued to say. "And his voice.. He sounded...different..."

She suddenly stopped dead in her tracks. Bob noticed and looked back curiously. The look on her face, so stunned as the possibility that's constantly nagged her seemed to be proven true, it said enough for the monkey. He grew suspicious and chattered warningly.

"...Bob. No. Seriously. This isn't me just missing him.", she said. "What if-"

Bob chattered louder, obviously upset that she's once again, getting her hopes up.

"Bob, you weren't there! I know I've wondered a hundred times and you've proven me wrong but.. But you weren't there! You didn't hear him!", Bob grabbed her shoulders and screeched angrily at her, telling her to just let go already and that what she was thinking wouldn't ever happen. Her brows came together, in anger and despair as tears dared to spill. "...Bob... He was my best friend.. What if..What if, under some miraculous possibility...Prof. Boxleinter was actually trying...to come back?"

Bob sighed. It hurt him too. It honestly did. Ever since that incident, so long ago, both had been tormented and worried about Boxleitner and if they would ever see him again. However, it would be very easy for Two-Brains to wanna take advantage of their hurt like that. So every time Becky ever wanted to worry and think about if he came back, Bob would have to put down the thoughts and tell her again and again that Steven wouldn't come back.

This time, though, she wasn't just hurting and missing an old friend. She actually believed it. But logically thinking it over, they didn't have a lot of proof of what she assumed could be true, somehow. So it was settled that they would go on a stake-out. That night, they waited in their bedroom. After hearing everyone else go to sleep, they flew out and over to the lab. There they waited by the window on the ceiling and watched. Two-Brains wasn't asleep yet. It was only 10:30. He sat at the table in his empty warehouse. A mouse scurried by and he gave an absent minded wave.

"Hey, George.", he said, uncaring. "How's the wife and- Hey hey _hey!_"

He stood up and pointed down at the mouse as it neared his fridge.

"That's MY cheese! Go on, I'm not loaning you any!"

The mouse squeaked indignantly and he shook his head.

"No no, I don't care if you're scraping by and have 17 kids and 7 on the way! Life's tough! If you really wanted something to eat, for Pete's sake, get out there and be the man of the house! Geez!", he rolled his eyes and the mouse huffed off, squeaking just the same. "Yeah yeah.. _And Sofia's been cheating on you!_ Might wanna talk to her about it!"

The mouse was gone. After a few kiddie mazes, Two-Brains sighed. It would be a long night, he knew it. But he couldn't let himself sleep. After thinking a bit, he walked off and over to the blackboard. The mouse-brain began to talk to him and he played Devil's Advocate with it, the best way he knew of how to scheme, even before he had a literal other voice to talk to.

"Alright, Squeaky, here's the thing..", he began, causing Wordgirl to lean in a bit more, readily waiting to hear more. "I know tomorrow we've got that big heist we were wanting to do. But in order to pull it off, we've gotta be in top condition to do so. I'm talking about a full night's sleep so both of our brains are well rested."

A pause as the brain answered him. He nodded listening to it.

"I know... But it can't be just one of us, staying awake to keep an eye out..."

"An eye out for what?", Wordgirl whispered.

"We both need the sleep or we'll be worse off tomorrow.", he argued. "...Well if we did stay up all night, the coffee supply will diminish, for sure. I'd have to take a cup every couple of hours and watch mind-numbing TV to keep my eyes peeled and you can kiss the supply stored in the fridge good-bye, I know you'll want it."

He continued to talk to himself, explaining that going for the whole night without sleep doesn't even then do away with the real trouble. That it would mean repeating this constantly and sooner or later sleep will catch up.

"I can try out the straps...", he offered, but it made him shudder and groan, holding his head in pain. "Alright, alright! I know, I know! Straps make you uneasy... Me too.. But what choice do we have? If we stay up late, we'll sleep in late. Imagine running through broad daylight with _him_ in control..."

Wordgirl gestured to him, looking back at Huggy, clearly excited and really stressing what she meant. Now Huggy was surprised and leaning closer to listen more.

"...We can't lock the door. We knew what happened last time..", he couldn't help but feel his sharp teeth, knowing how he used them to betray himself and the awful morning taste he was left with for it.

"...I just don't really see a choice in the matter..", he sighed. "...I know. You're mad.. I am too. I'd hate to give it up but even you have to hand it to him. He certainly knew how to corner us.."

Wordgirl could barely believe her ears. Was it true that they were actually hearing Two-Brains, FEARING Boxleitner's return?

Two-Brains stopped for a moment, considering the position he's been put in. As an individual, he was nothing more than a persona created by another's mentality so he could embody the will of that other. He didn't go to school, he didn't learn to be a scientist like Boxleitner did. He STOLE Steven's knowledge and wits for his own purpose, just as Squeaky had stolen his body and will.

He didn't say it, he didn't show it, but he felt it, deep down, tearing at him, an undeniable fear that this machine that Boxleitner has created...could very well be the undoing...of his entire existence.

Fearfully, he got ready for bed, and crawled away to the bedroom. It couldn't be helped. He's looked at it from every angle and it was already late now. With nothing more to do, he turned out the light and soon fell asleep, victim to a sharper mind than his own.

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_Laura: Please review. I don't mean to sound desperate or anything, but it helps me know if I'm wasting my time or not._


	3. Chapter 3

It didn't take long. About 5 minutes. The deep sigh of heavy sleeping, and Boxleitner was awake. He carefully slid back out of bed and pulled the lab coat around him. The least he could do, if not just change, but he knew the uncomfortable work clothes would be risky. He walked out and blearily looked around.

Wordgirl gasped, seeing Two-Brains reemerge. Had he decided to stay up? Was it Boxleitner? She leaned in close, her face almost passed the window sill.

Fortunately there was some scrap material to work with and he sat down and began to work it out. He didn't write blueprints. It would be a wasted effort since they would be constantly torn and burned when he woke up. But he felt confident this night. He sighed to himself and sleepily imagined sitting in a cheese palace surrounded by piles of cheese. He outwardly chuckled, telling himself deeper that such a thing wouldn't ever come to be. But he picked up the pieces, organized what he had, and got to work.

Wordgirl continued to watch him. Every so often, she and Huggy would exchange glances. He mumbled to himself and often took breaks on the couch, curled up tightly and breathing heavily. Wordgirl sighed. He really just looked like he was sleepwalking. But it didn't really help solve the question of what Two-Brains was talking about before or what he's making now.

Suddenly the man stopped. He was crouched over the floorboard of the machinery, but now sat back on his feet. He sighed and turned his head only slightly.

"Wordgirl, could you come down here, a moment please?", he asked, just loud enough to be heard.

Wordgirl's eyes opened wide. Her heart froze and her breath caught. Was he serious? She and Huggy looked at each other in bewilderment.

"I saw you back there in the metal's reflection. You can..", he yawned. "You can come down now..."

He opened his eyes a bit and looked up wearily at her. Slowly, she crept down with Huggy.

"...Um... Yes?", she asked.

The man smiled, though he seemed a bit sad..maybe nervous? He sighed happily as she came around and faced him.

"It's been too long, friend.", he said softly. "Don't suppose you've figured out who I am?"

She hesitated. She almost didn't wanna say. Wordgirl swallowed hard, trying to keep the tears from coming to her eyes as she choked out feebly, "D...Dr. Boxleitner?"

He smile more happily and held open his arms and they embraced each other warmly. He forced himself to imagine Two-Brains hugging a cheese statue of himself instead. They pulled back and she started, overwhelmed with emotion.

"How did you-"

"Shh! Please, Wordgirl.", he said, raising a finger to his lips. She covered her mouth and he sat back against the framework to explain. "I'm still mostly asleep. Too much talk could wake up Two-Brains and Squeaky."

"What happened?"

"I was imprisoned and had no strength to fight. But a mental prison is being locked away in the subconcious. There I've explored around and researched what I could do. I've found that I can save myself the strength to make the body move if Two-Brains and Squeaky fell asleep, lowering their own conciousness to nothing.", he yawned. "Excuse me.."

He got up, almost dragging himself, and slugged his way to the couch. She finally noticed how he dragged his feet and carried his weight heavily. It must be hard for him to move the sleeping body. Slowly leaning back into the couch, he sighed again and slowed his breath, almost falling back asleep. Wordgirl came over curiously, not sure if she should wake him. Finally he answered her.

"I'm sorry.. If I don't keep a sleep-like state, I'll disappear again.", he said quietly.

"It's alright.", she whispered. "So.. What are you doing?"

"I'm working on an invention.", he said, pulling himself back up and walking over to the machine. "With it, I might be able to come back."

"You will?", she felt hopeful and even more so at the nod. But then worry settled over her as she caught Huggy's eye. "...And Dr. Two-Brains?"

Boxleitner paused. He looked back at Wordgirl, though his eyes were closed.

"...What about him?", he asked.

"Well.. I dunno I mean.. What happens?", she asked with a shrug.

He turned back and continued his work, pondering what she said. Two-Brains really was just an identity thought up. He had no real physical being. Boxleitner was real. He had his body...mostly. Squeaky was real. All that remained to show of his separate body was the brain. He tried to imagine what this would look like, and the idea that Dr. Two-Brains' body disappeared and Squeaky being reduced to a dead organ on the floor, sent shivers down his spine, resulting in a guttural whimper from the mad doctor's slumber. He changed the ideas back to cheese and paradise and calmed himself down again.

"..I suppose he would just disappear.", Boxleitner said, somewhat indifferent. "Or hang on to my mentality and I would have episodes of multiple personality confusion. Why do you ask?"

Wordgirl hesitated. She didn't really wanna say why she asked. In all the time, fighting Two-Brains and stopping his evil scheme, it was an odd relationship. Almost friendly, with the underlying understanding that they were mortal enemies. She would ask for his advice and he would ask for her opinions and take suggestions. In the separate universe she created with the birthday wish that left Two-Brains to be nothing more than a sub-junior help-whatever in a sandwich shop, they could've easily been great friends considering how much he wanted to help her. If Two-Brains disappeared...it felt to her like suddenly another large portion of her day-to-day life would be missing about as painfully as when Boxleitner disappeared.

"...Wordgirl?", Boxleitner asked, bringing her back to reality.

"...Just curious.", she shrugged.

She told herself such an idea was silly. Two-Brains would always choose cheese over a friendship with her. Boxleitner had been struggling all this time to be a friend again. And she wanted to help.

"What do Huggy and I need to do?", she asked.

Boxleitner looked back and smiled the same friendly, warm, somewhat silly grin he always had that made her smile too.

"Let's get cookin'.", he said.

It took some effort, to fly without making so much sound. And without a blueprint, Boxleitner had to repeatedly stop and explain something to her, as well as take his frequent naps on the couch. But the hours flew by. There were so many questions, both wanted to ask, but when Wordgirl tried to start, she held back and reminded herself not to disturb Two-Brains. Time eventually came to after 6:30 and Steven began to worry. Granted, he had gotten along faster than before. But could he..? Will he..?

The last bolt was screwed in and the power was plugged up. He laid back on the couch, staring in awe and triumph at what they had built. He slowed his breathing and Wordgirl stared up at it excitedly. It was ready. It was finally ready.

"Are you ready, Prof. Boxleitner?", she asked, turning to him.

"You bet I am.", he said, sleepily.

He stood up and came over. Time was running out, but he was so sure. They were so close!

But something pulled inside of him. He lurched forward and his eyes flew open. Wordgirl's voice was far away as she called out to him. He felt like he was being pulled back at breakneck speed. Without warning, the world disappeared and the man fell to his knees.

Wordgirl watched fearfully. Slowly, he stood up again and cleared his throat. He opened his eyes again and looked around tiredly.

"...Dr. Boxleitner?", she asked softly.

Wrong choice.

The man stood up, keeping his eyes transfixed on her.

"Wordgirl..?", he asked slowly, earning just as slow of a nod.

His eyes narrowed and he viciously lashed out at her, hitting her square in the stomach and sending her back into a tower of crates.

_"GET AWAY!"_, he growled.

He looked back at the machine and she gasped, realizing quickly Two-Brains was in control again. The crates had fallen on her and she struggled to push them off in time.

"...So.. You finally found out, huh?", he growled in a way that made her skin crawl as he scowled back at her.

He looked like a dangerous monster, his bloodshot eyes narrowed into slits, his ragged white hair standing up. The brain a-glowed. His whiskers twitched, shaking with rage that she could almost feel come off of him.

"You were helping him,_ weren't you_?!", he accused.

For a moment she was scared, but then felt angry as she pushed off another box and met his gaze with a scowl of her own.

"Of course I did! I'm his friend!", she shouted back.

"He doesn't need to be encouraged!", Two-Brains shouted back.

"_**DOESN'T NEED-?!**_", she shouted and gave a snort before bursting up from the crates. "YOU DIDN'T NEED-"

She stopped short as Two-Brains snatched up his cheese ray off the counter and pointed it to the machine. She gasped, seeing what he was gonna do.

"NO! _Nononononononononono!_", she exclaimed, suddenly racing.

She flew straight to the invention but was met with a wall of cheese. The thick smell stung her nose as she backed up from it, staring in horror at what had happened.

"Let THAT be a lesson. As for Boxleitner, you can kiss your little get-together _GOOD-BYE!_ I'll do every last thing I can to keep him from _EVER getting out of the lab AGAIN!_"

She scowled at the blurry scene of this tall man with piercing blood-shot eyes as her tears fell fast down her cheeks.

"I'll NEVER give up on him!", she said, her voice wavering by the flood of emotions. "No matter what you do, I'll keep coming back and helping him to break free of you!"

She floated away as she spoke, wiping away the tears. Two-Brains scoffed and folded his arms across his chest. She tore off hearing what he last said, the words digging so deeply into her that it only compelled more tears to escape.

_"In your dreams!"_

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_Laura: Sorry for ending things so quickly, but thank you for reading it all the way through. What do you think?_


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